Asset Purchase Agreement printable pdf download

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated as of _________ __, 200_, between Emptor

Corporation, a Delaware corporation (“Buyer”), and Seller Company, Inc., a Delaware corporation

(“Seller”).

W I T N E S S E T H:

WHEREAS, Seller is in the business of manufacturing and marketing noisivid and other

products in the United States, Canada, Switzerland and France through unincorporated divisions of

Seller and the wholly-owned foreign subsidiaries of Seller identified on Schedule 1 hereto (the “

Foreign Subsidiaries” and together with Seller, the “Sellers”; and the business and operations of such

unincorporated divisions of the Seller and of the Foreign Subsidiaries, the “Business”) (capitalized

terms used herein without definition are defined in Section 9.1);

WHEREAS, Buyer wishes to purchase (directly or indirectly through subsidiaries) from

Sellers, and Sellers wish to sell, assign and transfer to Buyer, substantially all of the assets and

properties held in connection with, necessary for, or material to the Business, and Buyer has agreed

to assume (directly or indirectly through its subsidiaries) the Assumed Liabilities; and

WHEREAS, promptly following the execution and delivery of this Agreement, each of the

Foreign Subsidiaries will enter into a Foreign Acquisition Agreement and certain related agreements

with one or more of the Buyer Parties collectively providing for the purchase and sale of all of the

Foreign Assets and for certain other arrangements.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

Sale and Purchase

1.1.Purchase of Assets. Subject to the terms and conditions hereof, at Closing Sellers will

sell, transfer, assign and deliver to the Buyer Parties, and Buyer Parties will purchase from Sellers, all

right, title and interest of Sellers in and to (i) the Specified Assets and (ii) the properties, assets and

rights of every nature, whether real, personal, tangible, intangible or otherwise and whether now

existing or hereinafter acquired (other than the Excluded Assets), wherever located, primarily relating

to or used or held for use in connection with the Business as the same may exist on the Closing Date

(collectively, the “Assets”), including all such items in the following categories.

(a)inventories, spare, replacement and component parts, and office and other supplies

(collectively, the “Inventories”), including Inventories held at any location controlled by any Seller and

Inventories previously purchased and in transit to any Seller at such locations, and rights in and to

products sold or leased;

(b)accounts receivable, notes, bonds and other evidences of indebtedness of and rights to

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Asset Purchase Agreement